Dylan’s “Can’t wait”: the meaning of the music and the lyrics in two different versions

By Tony Attwood

The fact is that “Tell Tale Signs” Can’t Wait is so different from the “Time Out of Mind” version, sometimes they feel like almost different songs.  They certainly have different lyrics and although they both work the theme of loss and emptiness they do it in such different ways that really they are utterly different approaches to the same thing.

In the commentaries this song is seen as the focus of the much written about battle ground between the record’s producer and the writer/performer.  Maybe that is right, but the battle is also going on within Dylan over how best to portray this subject.  Is it to talk of the singer’s utter sense of desperation and loss (as in the Time out of mind edition) or to point the finger at “you” – and start measuring out the blame (as it Tell tale signs)?

I don’t share the view that the Tell Tale Signs version is the better on any particular level.  It is a rough version, with numerous mistakes (especially by the bass guitarist) while the Time out of mind version fits perfectly with the context of the album.  I think Dylan got his choice of which version to use absolutely right.

So let’s start with the version Dylan selected for the magnificent Time out of mind album.

There is a very curious slow entry to the song with some spurious moments of the guitarist getting ready to go (I suspect setting the atmosphere of total emptiness), and then we are off.

Indeed the emptiness that the song describes is perfectly caught by the deadness of the voice and emptiness of the world around him conveyed by the instrumentation.

It is a classic blues “the woman done me wrong” song.  He still loves her, he doesn’t know why, and he’s threatening that this can’t go on for ever because he feels so desperate.

The fact that the song is in a minor key – unusual for the blues – adds to the emptiness.  As for the singer, there really is no one else around.  This the music of the desolation of one man sitting on his own, and once those odd few moments of meander at the start are out of the way, the song just stays the same for three solid verses of despair.

What’s more there is that real downturn in the last line of each verse.  He starts with almost a defiant shout at the start of the verse with “I can’t wait”, but compare that with the three words at the end of the verse.

I can’t wait, wait for you to change your mind
It’s late, I’m trying to walk the line
Well, it’s way past midnight and there are people all around
Some on their way up, some on their way down
The air burns and I’m trying to think straight
And I don’t know how much longer I can wait

Dylan is saying, “look I am trying to hold this together – but I can’t handle it, we have to resolve this soon.”   But he is saying it in such a dead way that the woman can hardly be inspired to be with him.  He is at a zero point, nothing lifts him.  And indeed he can’t understand why he even cares about her.  It is hardly a message to get the woman to run home and say “sorry, I do love you, have me back.”

Maybe that was possible in the past.  But it sure ain’t there now.

But notice – it is not that she has behave wrongly – it is her loveliness that has hurt him.

I’m your man, I’m trying to recover the sweet love that we knew
You understand that my heart can’t go on beating without you
Well, your loveliness has wounded me, I’m reeling from the blow
I wish I knew what it was keeps me loving you so
I’m breathing hard, standing at the gate
Ah but I don’t know how much longer I can wait

Listening to the song after all these years of knowing it I am still bemused by the absolute bleakness of the sound, the words and the world portrayed.  It is like a post-apocalyptic vision.  There is nothing out there but emptiness.  It is not dark – it is just grey, dreary, empty, nothing.

Skies are grey, I’m looking for anything that will bring a happy glow
Night or day, it doesn’t matter where I go anymore, I just go
If I ever saw you coming I don’t know what I might do
I’d like to think I could control myself, but it isn’t true
That’s how it is when things disintegrate
And I don’t know how much longer I can wait

That endless rocking of the two minor chords that dominate the piece just add to the bleakness.

What is fascinating is that Dylan delivers three verses before putting in a middle eight.  The existence of a variant section in the blues is very unusual – and making us wait for it for three verses is unusual too.  But he does it to build the absolute tension and despair at the same time.

I’m doomed to love you, I’ve been rolling through stormy weather
I’m thinking of you and all the places we could roam together

Now we might have expected an upturn on “together” – the music seems to demand it, and that is the norm for a middle 8.  But no.  It’s another desperate downturn.

The lonely graveyard image is the ultimate desolation.  Like the old horror films before the horror scenes start.  The black and white shots of the gravestones, the mist crawling by…

It’s mighty funny, the end of time has just begun
Oh, honey, after all these years you’re still the one
While I’m strolling through the lonely graveyard of my mind
I left my life with you somewhere back there along the line
I thought somehow that I would be spared this fate
But I don’t know how much longer I can wait

The intro to the Tell Tale Signs version on the other hand is much bouncier with the piano giving us a extra push.  The utter desolation is not there – we are edged forward, the voice much more determined.  He’s pushing her, challenging her, questioning her.  The desperation is not here.

And of course the words are quite different.

I can’t wait, wait for you to change your mind
I can’t wait, waitin’ just makin’ me go blind
Do you ever lay awake at night your face turned to the wall
Drownin’ in your thoughtlessness and cut off from it all
I don’t know, maybe to you it’s not that late
But as for me don’t know how much longer I can wait.

Yes it really is she who is to blame and he’s made the decision to go, and he has no isolation – he is part of the world – he can see what the rest of the world is up to.  And it is not even his fault – the “hand of fate” is driving things on, not the perfidious woman who don’t wanna know.  And she is “drowning in thoughtlessness”.  He’s really getting at her.

Indeed he’s not singing to her any more he’s singing about her. The whole intimacy of

Well, your loveliness has wounded me, I’m reeling from the blow
I wish I knew what it was keeps me loving you so

has vanished.  Loveliness in this version is thoughtlessness, and now we have

It’s got to end, everything about it just feels wrong
I pretend, being close to her is where I don’t belong
Well my back is to the sun because the light is too intense
I can see what everybody in the world is up against
I’ll stay here where I can feel the hand of fate
And I don’t know how much longer I can wait.

So the song takes a very different route.  Yes he is suffering, but he’s trying to get through it – he’s pushing his way out. Or at least he is willing to let fate decide, because he is so indecisive.

Skies are grey, life is short and I think of her a lot
I can’t say if I want the pain to end or not
Well the blindness overtakin’ me is beatin’ like a drum
I don’t know where it starts or where it’s coming from
How it is, we’ll all try to concentrate
And I don’t know how much longer I can wait.

Musically the Tell Tale Signs vision also loses a lot by dispensing with the chord change at the end of each verse.  In the Time Out of Mind version there is an extra chord in the last line.  In E minor that is a C major descending to the B7.  It dramatically adds to the tension as we descend into nothing.  That’s not in the Tell Tale Sings version gone – and it removes a significant moment of interest in the music.

And just compare the middle eight.  In the Tell Tale Signs version we have

I been drinking drinking forbidden juices
I been living, living on lame excuses.

In the Time out of mind version we have

I’m doomed to love you, I’ve been rolling through stormy weather
I’m thinking of you and all the places we could roam together

For me the Tell Tale Signs version is very much inferior because suddenly he is putting the blame on himself, which is not part of the song thus far.  It just doesn’t seem to fit (to me, and of course it is just my view) and doesn’t seem to add to the song at that point.  It’s almost a throw away attempt at a rhyme – as if Dylan knew he wanted “lame excuses” but couldn’t find anything to go with it.

But the final verse does have a wonderful classic Dylan line amid what seems to me to be a bit of confused writing that really needed sorting.  (That’s not to knock Dylan – every writer needs to get things sorted and makes endless changes and alternations).  Strangely those two – the Dylan classic and the muddled line come next to each other

You think you’ve lost it all there’s always more to lose
I’m so clear, she can keep my head on straight

That first line is a classic, for me – the real blues notion that no matter how far down you’ve gone you can always fall further.  The second is a throw away.

Of course both versions are brilliant songs, both worthy of our time, it is just that contrary to some opinions expressed elsewhere, I do think that Dylan got the choice right.  Speaking directly to the woman in the Time Out of Mind version is powerful and direct.  Changing between that direct speech and a reflection upon her, removes much of the power from my perspective.

But to be fair, I can always listen to both.

Index to all the songs on the site.



  1. Not being a musician, I find your commentaries most insightful when you address how the music and words create the work of art in the song’s expression. This commentary contrasting Dylan’s two approaches highlights this point. The fact that he continually reinvents all of his songs musically in his concerts gives his listeners a superabundance of lyric interpretation by setting the song in different musical environments. DylanRadio.com plays these versions taken from his concerts which keeps us in touch with his ever-changing musical expressions. I find your commentaries pointing out not just the musical historic background where the song anchors itself but the how and why the affect of the music is created and adds to the meaning of the lyrics most valuable. This commentary fills that bill.

  2. I much prefer the Tell Tale Signs version of Can’t wait. I think it’s a song that presages our time and the experience of growing older. time is referenced a lot in the lyrics and the current loss of meaning in the culture. Sure there are romantic elements and that may have been the original point but the song so fits the world we live in now that it transcends this. Just my 67 yr old view.

  3. I agree – the Time Out Of Mind version is a total belter! This is a creeping, highly atmospheric and BLEAK track that I feel is one of the masterpieces of the album.

    It’s Dylan in total badass mode and I freakin love it!

    Love the site. Long time listener etc etc !

  4. and the line “my back is to the sun because the light is to intense“ ,Tell Tale Sign’s version, emerges later in “Sugar Baby“ again.

  5. The bass line throughout the song gives the sensation of a heartbeat, adding to the sorrow of the song.

    Your comment gives the impression Dylan is conversing with his wife. My interpretation is Bob He is singing himself. The song is very sad and depressing, but for an album with so much despair this becomes the song with some sense of a future, even if has to be by himself.

  6. Hi Tony, a big fan of these commentaries here. One note though: you don’t mention the alternative version #2 on Tell-Tale Signs, sometimes known, quite understandably, as ‘the Pink Floyd version’. I can’t justify buying the deluxe CD sets but it’s free on Spotify for those interested and offers a very different, thrilling sonic experience at a much reduced tempo with a nice, squally guitar accompaniment. I only discovered it recently and it’s terrrific. The quality of the recording suggests it was a candidate for inclusion on TOOM.

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